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2020-11-16

Nelly Group: NOTICE TO ATTEND THE EXTRAORDINARY GENERAL MEETING

The shareholders of Nelly Group AB (publ), org. nr. 556035-6940, ("Nelly Group") are hereby invited to the Extraordinary General Meeting to be held on Wednesday, 16 December 2020. Due to the COVID-19 pandemic, the meeting will be carried out only through postal voting pursuant to temporary legislation. It will not be possible for shareholders to attend the general meeting in person or by proxy.

RIGHT TO ATTEND THE MEETING

Shareholders who wish to attend the Extraordinary General Meeting shall

i. be entered as shareholders in the share register maintained by Euroclear Sweden AB in relation to the circumstances on Tuesday, 8 December 2020 and
ii. give notice of their attendance at the general meeting no later than on Tuesday, 15 December 2020 by casting a postal vote in accordance with the instructions under the heading Postal voting below, so that the postal voting form is received by the company no later than on Tuesday, 15 December 2020.

In order to be entitled to participate in the Extraordinary General Meeting, shareholders who have their shares registered in the names of nominees must, apart from giving notice of their attendance at the general meeting, register their shares in their own name so that the shareholder is entered in the share register as per 8 December 2020. Such registration may be temporary (so called voting right registration) and request for such registration shall be made to the nominee in accordance with the nominee's routines in such time in advance as decided by the nominee. Voting rights registrations effected no later than the second banking day after 8 December 2020 will be considered in the preparation of the share register.

POSTAL VOTING

Shareholders may exercise their voting rights at the general meeting only by voting in advance, through so called postal voting, in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

A special form shall be used for postal voting. The form is available on Nelly Group's website, www.nellygroup.com. The postal voting form is considered as the notification of attendance at the general meeting.

The completed voting form must be received by Computershare AB (being the administrator of the forms for Nelly Group) no later than on Tuesday, 15 December 2020. The completed form shall be sent to Computershare AB, "Nelly Group EGM 2020", P.O. Box 5267, SE-102 46 Stockholm, Sweden. The completed form may alternatively be submitted electronically, either by signing using Bank ID as per instructions available on Nelly Group's website, www.nellygroup.com, or through sending the completed voting form by e-mail to info@computershare.se.If a shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. Power of attorney forms are available at the company's website, www.nellygroup.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the voting form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.

For information regarding the processing of your personal data, please see the privacy notice available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

PROPOSED AGENDA

1. Election of Chairman of the Extraordinary General Meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to check and verify the minutes.
5. Determination of whether the Extraordinary General Meeting has been duly convened.
6. Determination of the number of members of the Board.
7. Election of new Board members:
a. Louise Nylén
b. Maj-Louise Pizzelli
c. Stina Westerstad.
8. Election of Chairman of the Board.
9. Determination of the remuneration to the members of the Board.
10. Resolution regarding adoption of new guidelines for remuneration to senior executives.
11. Resolutions on:
a. long-term incentive plan for certain senior executives; and
b. approval of transfer of shares to the participants.
12. Resolutions regarding:
a. amendment of the Articles of Association and
b. reverse share split.

PROPOSED RESOLUTIONS

Election of Chairman of the Extraordinary General Meeting (item 1)

The Board proposes that Tone Myhre-Jensen, member of the Swedish Bar Association, is elected to be the Chairman of the Extraordinary General Meeting.

Preparation and approval of the voting list (item 2)

The voting list which is proposed to be approved under item 2 of the agenda shall be the voting list prepared by Computershare AB at the request of the company, based on the general meeting's share register and postal votes received. The list shall be controlled by the person verifying the minutes.

Election of one or two persons to check and verify the minutes (item 4)

The Board proposes Sandra Backlund, representative for Rite Ventures, or, if she is unable to attend the meeting, the person otherwise assigned by the Board. The person verifying the minutes shall also verify the voting list and that the received postal votes are correctly reflected in the minutes.

Determination of the number of members of the Board (item 6)

The Nomination Committee proposes that the Board shall consist of six members.

Election of new Board members (item 7 (a)-(c))

The Nomination Committee proposes that Louise Nylén, Maj-Louise Pizzelli, and Stina Westerstad shall be elected as new members of the Board until the close of the next Annual General Meeting, and thereby replace Daniel Mytnik and Lennart Jacobsen who have informed the Board that they intend to resign as Board members of Nelly Group as per 16 December 2020. If the general meeting resolves in accordance with the Nomination Committee's proposal, the Board will consist of Mathias Pedersen, Christoffer Häggblom, Josephine Salenstedt, Maj-Louise Pizzelli, Louise Nylén and Stina Westerstad.

Election of Chairman of the Board (item 8)

The Nomination Committee proposes that Mathias Pedersen shall be elected as Chairman of the Board.

Determination of the remuneration to the members of the Board (item 9)

The Nomination Committee proposes a reduction of the remuneration that was approved at the Annual General Meeting 2020 for the work in the Board and its Remuneration and Audit Committee, for the period until the close of the next Annual General Meeting. Accordingly, the Nomination Committee proposes that:

  • SEK 450,000 shall be allocated to the Chairman of the Board,
  • SEK 200,000 shall be allocated to each of the other five members of the Board,
  • SEK 75,000 shall be allocated to the Chairman and SEK 30,000 shall be allocated to each of the other two members of the Audit Committee, and
  • SEK 50,000 shall be allocated to the Chairman and SEK 20,000 shall be allocated to each of the other two members of the Remuneration Committee.

The total remuneration (on an annual basis) for the work in the Board and its Committees amounts to SEK 1,675,000, i.e. a reduction of the previously resolved total remuneration (SEK 2,571,000) for the work in the Board and its Committees.

Resolution regarding adoption of new guidelines for remuneration to senior executives (item 10)

The Board proposes, due to the changes that have occurred in the Group in the form of distribution of the former subsidiaries Qliro AB and CDON AB to Nelly Group's shareholders, that the Extraordinary General Meeting resolves to adopt the following guidelines for remuneration to Nelly Group's CEO and other members of the executive management (together the "Senior Executives"), and for Board members to the extent they receive remuneration outside of their assignments as Board members.

The guidelines shall apply to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the Extraordinary General Meeting on 16 December 2020. These guidelines do not apply to any remuneration decided by the General Meeting, such as ordinary Board remuneration and long-term share and share price-related incentive plans.

The guidelines' promotion of the Nelly Group's business strategy, long-term interests and sustainability

Nelly Group's only operative subsidiary Nelly has one of the leading Nordic online fashion brands among young women. Nelly's business model is based on a core of its own designs and labels and a complementary range of selected clothing and beauty products from 300 brands. Nelly shall continue to strengthen its own brands and constantly be at the forefront of digital marketing and sales. The company shall continue to inspire with selected trends and clothing for its target group.

A prerequisite for the successful implementation of Nelly Group's business strategy and the safeguarding of the Group companies' long-term interests, including their sustainability, is that Nelly Group is able to attract, motivate and retain senior executives in competition with comparable Nordic companies, primarily Nordic companies which are operating within e-commerce and retailing with consumer brands and products. These guidelines shall therefore enable for the Senior Executives to be offered a competitive total remuneration. At the same time, Nelly Group's remuneration system shall be in line with and promote sound and effective risk management and counteract excessive risk-taking behavior.

The remuneration to the Senior Executives in Nelly Group shall both short-term and long-term reflect the individual's performance and responsibilities and the results in Nelly Group, including in its subsidiary, and shall also link the Senior Executives' interests and rewards with the shareholders'. Therefore, the remuneration to the Senior Executives shall be based on the pay for performance principle.

The Board considers that the possibility of variable remuneration and participation in any long-term incentive plans together with a well-balanced fixed remuneration provides the conditions for Nelly Group to be a competitive employer, while the design of and conditions for the variable remuneration support a responsible and sound risk management as well as the company's growth strategy, long-term interests and sustainability.

Types of remuneration

The remuneration shall be on market terms and may consist of the following components:

  • fixed cash salary,
  • variable cash remuneration,
  • the possibility of participating in long-term (i) share- and share price related incentive plans resolved upon by the General Meeting and / or (ii) cash-based incentive plans,
  • pension benefits, and
  • other customary benefits.

Fixed cash salary

The Senior Executives' fixed cash salary is revised each year and shall be competitive and based on the individual's competence, responsibilities and performance.

Variable cash remuneration

The Senior Executives' variable cash remuneration shall be based on fulfilment of established targets relating to growth and value creation for their respective areas of responsibility and for Nelly Group. The outcome shall be linked to measurable targets (qualitative, quantitative, general an...

Författare Nelly Group